This Mutual Non-Disclosure, Non-Compete Agreement (the “Agreement”) is entered
into and is effective as of ___________________, 201___ (the “Effective Date”) by and between
_____________________________________, an individual residing in the state of
________________, for the purpose of carrying out the matters set forth herein (collectively
"Lead Source," "you," or "your"), on the one hand, and Seed Consulting,
a Nevada corporation ("Consultant"), dba Seed Capital Corp on the other hand, as per the
terms below.
WHEREAS, the parties may disclose to each other certain confidential information
defined below and Lead Source and/or Consultant desires to keep such information
WHEREAS, in consideration of the disclosure of such information to Lead Source
and/or Consultant, Client and/or Consultant is willing to keep such information confidential
in accordance with the terms and conditions set forth in this Agreement;
NOW, THEREFORE, Client and Consultant hereby agree as follows:
that the terms and conditions of this Confidentiality Agreement, the existence of the
relationship between Consultant and Client, and the following information, will be
considered confidential (collectively, “Confidential Information”):
Any information concerning Consultant’s Trade Secrets. For purposes of this Agreement,
the term "Trade Secret" includes not only that information defined as a "Trade Secret" under the
California Uniform Trade Secrets Act, California Civil Code §§3426 et seq. (the "Act"), but also
that information which possesses independent economic benefit to Consultant which Consultant
protects as confidential information (including, without limitation, information concerning
certain lenders, financial institutions and other parties extending credit (each a “Lender” and
collectively “Lenders”) to Consultant’s clients and Consultant’s relationships with such lenders,
financial institutions and other parties).
Any information concerning Consultants’ confidential business strategies, credit
application techniques, credit repair techniques, credit bureau dispute techniques, contract copy
and language, policies, and operations, divulged by Client to Lead Source or by Consultant to
Lead Source in connection with the business consulting services provided by Consultant to
Confidential Information shall not include information that (a) is at the time of disclosure by
a disclosing party (the “Discloser”), or subsequently becomes, generally available to the
public through no fault or breach on the part of the receiving party (the “Recipient”), as of
the date such information becomes generally available; (b)
Recipient can demonstrate to have had rightfully in its possession prior to disclosure to
Recipient by Discloser; (c) is independently developed by Recipient without the use of any
Confidential Information; or (d) Recipient rightfully obtains from a third party who has the
right to transfer or disclose it.
a. Recipient agrees to use the same degree of care that it uses to protect its own confidential and
proprietary information of similar importance (but no event less than reasonable care) to prevent
the unauthorized use, disclosure, publication or dissemination of Confidential Information.
Recipient agrees not to use Confidential Information for its own or any third party’s benefit for
any purpose whatsoever, other than solely in connection with Consultant’s provision of business
consulting services to Client, without the prior written approval of Discloser in each instance.
b. Notwithstanding the foregoing, Recipient may disclose Confidential Information to its
employees, consultants and agents (a “Representative”) but only to the extent such
Representative has previously signed and entered into a written confidentiality agreement
requiring such Representative to keep the Confidential Information confidential with a degree of
secrecy in all respects equal to or greater than the degree of secrecy required of Recipient under
this Agreement. Recipient may also disclose Confidential Information if required by any judicial
or governmental request, requirement or order; provided that Recipient will take reasonable steps
to notify Discloser of such request or order and provides Discloser with sufficient prior notice to
allow Discloser to contest such request, requirement or order.
3. OWNERSHIP OF CONFIDENTIAL INFORMATION. All Confidential Information remains
the property of Discloser and no license or other rights to Confidential Information is granted
or implied hereby.
4. TERM. Recipient’s duty to protect Discloser’s Confidential Information shall survive for two
(2) years following expiration or termination of that certain Business Consulting Services
Agreement between and among Client and Consultant to be entered into at a later date.
5. DESTRUCTION OF INFORMATION. Immediately upon request of either party, or upon
expiration or termination of this Agreement for any reason, each party shall take reasonable
steps to destroy the Confidential Information of the other party which such party may then
possess or have under such party’s control.
6. SEVERABILITY. Wherever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but in the event any provision
contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable
in any respect, such provision shall be ineffective to the extent, but only to the extent, of such
invalidity, illegality, or unenforceability without making ineffective the remainder of such
invalid, illegal, or unenforceable provision, or any other provision of this Agreement.
7. BINDING. This Agreement and the parties obligations hereunder shall be binding on the
representatives, assigns, and successors of the parties and shall inure to the benefit of the
assigns and successors of the parties.
8. SECTION HEADINGS. The headings of paragraphs, sections and other subdivisions of this
Agreement are for convenient reference only. They shall not be used in any way to govern,
limit, modify, or construe this Agreement or any provision of this Agreement, or otherwise
be given any legal effect.
9. ENTIRE AGREEMENT. This Agreement contains the full and complete understanding and
agreement between the parties with respect to the within subject matter, and supersedes all
other agreements between the parties whether written or oral relating thereto, and may not be
modified or amended except by a written instrument executed by both of the parties hereto.
10. COUNTERPARTS/SIGNATURE DELIVERY. This Agreement may be executed in any
number of counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute a single agreement. A signature
delivered via facsimile, email, or attachment to email shall be equally as effective as an
original signature delivered in-person, via mail, or via any other means.
11. GOVERNING LAW. This Agreement shall in all respects be subject to the laws of the
United States and the State of Nevada applicable to all agreements executed and wholly
performed within the United States.
12. INJUNCTIVE RELIEF; CUMULATIVE REMEDIES. Because a breach of this Agreement
may cause either party irreparable harm for which money is inadequate compensation, the
parties agree that the non-disclosing party is entitled to injunctive relief to enforce this
Agreement, in addition to damages and other available remedies. Each and all of the several
rights and remedies provided for in this Agreement shall be cumulative. No one right or
remedy shall be exclusive of the others or of any right or remedy allowed in law or in equity.
If any action at law or in equity is brought to enforce or interpret the provisions of this
Agreement, the prevailing party in such action shall be entitled to reasonable attorney fees.
13. ORIGINAL DOCUMENT PROVISION. A copy of this Document may serve and as
original. Copies may be provided by Fax, Scan or any other regularly utilized means of
Please acknowledge your agreement to the terms above by signing and dating below.
Lead Source:
Date: ____________________________
By: ______________________________________________
Signature of Authorized Signatory:
Name (Printed): ______________________________________________
Title: ______________________________________________
Legal Business Name: ___________________________________________
DBA Business Name: ___________________________________________
Business Address: _____________________________________________
Business Name: _______________________________________________
Phone: _________________________________
Email: __________________________________
Tax ID #: _______________________________
Seed Capital Corp:
Date: ____________________________
By: ___________________________________
Signature of Authorized Signatory
Name (Printed): _________________________ Title:__________________________________
Effective Date: __________________________